Old Dominion Freight Line, Inc. Non-Employee Director Compensation Structure (2024)

Summary

This document outlines the compensation structure for non-employee directors of Old Dominion Freight Line, Inc., effective from the 2024 annual shareholders meeting. Non-employee directors receive an annual cash retainer of $110,000 and an annual restricted stock grant of $165,000. Additional cash retainers are provided to the Lead Independent Director and Chairs of the Audit, Compensation, Governance and Nomination, and Risk Committees. These additional retainers are paid on top of the base retainer. The structure ensures clear, consistent compensation for board service.

EX-10.18(16) 2 odfl-ex10_1816.htm EX-10.18(16) EX-10.18(16)

Exhibit 10.18(16)

 

OLD DOMINION FREIGHT LINE, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE

EFFECTIVE AS OF THE 2024 ANNUAL MEETING OF SHAREHOLDERS

 

 

 

Annual Cash

 

 

 

Annual Restricted

 

Director Role

 

Retainer

 

 

 

Stock Grant Amount

 

Member (all non-employee directors)

 

$

110,000

 

 

 

$

165,000

 

Lead Independent Director

 

25,000

 

(1)

 

 

 

Audit Committee Chair

 

25,000

 

(1)

 

 

 

Compensation Committee Chair

 

20,000

 

(1)

 

 

 

Governance and Nomination Committee Chair

 

20,000

 

(1)

 

 

 

Risk Committee Chair

 

20,000

 

(1)(2)

 

 

 

 

(1)
Each non-employee Chair of a Board Committee and the Lead Independent Director receives this annual retainer in addition to the $110,000 annual cash retainer paid to all non-employee directors.
(2)
This change was effective as of May 17, 2023.